Annual returns play a crucial role in the corporate governance and regulatory compliance of companies in Nigeria. These returns are a formal record of a company's financial activities and operations over the past year, which are submitted to relevant government authorities. Filing annual returns is not only a legal requirement but also an essential part of maintaining transparency and good corporate practice. Pursuant to Section 822(1) of CAMA 2020 every individual, firm, or corporation carrying on business under a registered business name shall, not later than the 30th day of June in each year, except the calendar year in which the business name is registered, deliver to the Commission a return in a prescribed form showing the particulars of the individual, firm or corporation and the nature of the business carried on.
THE IMPORTANCE OF ANNUAL RETURNS1
- Statutory Requirement: The foundation of this obligation lies in the legal framework, specifically the Companies and Allied Matters Act (CAMA) of 2020. As stipulated in Section 374 of CAMA, every entity registered with the Corporate Affairs Commission (CAC), regardless of whether it's a business name, a private or public company (limited by shares, guarantee, or unlimited), incorporated trustees, or a partnership, must file annual returns. Complying with this requirement not only ensures that your business or organization is in line with the law but also distinguishes it from the realm of tax returns handled by the Federal Inland Revenue Service.
- Access to Post-Incorporation Services: Companies that have neglected their annual return filings may find themselves locked out of the range of post-incorporation services provided by the CAC. These services encompass crucial activities such as obtaining Certified True Copies of incorporation documents, modifying share capital, making changes to directors, partners, trustees, or business particulars, and altering registered addresses. Should you have unaddressed annual return filings, you might be required to rectify these first, potentially causing delays in your operational plans.
- Confirmation of Going Concern Status: The only effective means of demonstrating to the Corporate Affairs Commission that your business is indeed in operation is to ensure the timely filing of annual returns. Falling short of this deadline may result in your business or organization being categorized as "inactive."
- Eligibility for Contract Bidding: Proof of CAC annual returns holds a pivotal role in qualifying for contract bidding, a requirement set by some private and public entities. Without this evidence, your company might not be considered eligible for lucrative bidding opportunities.
- Enhanced Public Confidence: In the world of business transactions and investments, trust is paramount. Both individuals and corporate entities typically conduct due diligence on organizations they intend to engage with. The absence of filed annual returns can inhibit the Corporate Affairs Commission from providing meaningful information about your company, potentially diminishing the confidence of potential partners or investors.
PREPARING ANNUAL RETURNS
- GATHERING FINANCIAL DOCUMENTS
To file annual returns, companies need to compile several documents, including financial statements, directors' reports, and an auditor's report2. These documents should provide a comprehensive overview of the company's financial performance and compliance with statutory requirements.
- UPDATING COMPANY INFORMATION
It's crucial to ensure that all company information, including the registered office address, director details, and shareholders' information, is up-to-date and accurate. Any discrepancy or outdated information may lead to complications during the filing process.
- ENGAGING WITH AUDITORS OR ACCOUNTANTS
Many companies rely on auditors or accountants to prepare their financial statements and auditor's reports. It's essential to engage professionals who are knowledgeable about the financial reporting standards to ensure compliance.
- FILING METHODS
Filing annual returns with the Corporate and Affairs Commission (CAC) has transitioned to an online process, eliminating the need for physical document submission at CAC's office and it is important to seek the services of an accredited agent/lawyer to facilitate the annual return filing process.
- STEPS IN THE FILING PROCESS
The filing process involves completing the relevant forms, paying the necessary fees, and submitting the documents to the CAC. Companies should follow the prescribed steps carefully to ensure successful filing.
1. Form CAC 10: Annual Return for a small company.
2. FORM CAC 10 A: Annual Return for a company having shares other than a small company.
3. FORM CAC 10B: Annual Return for a company limited by guarantee.
4. FORM CAC 10C: Annual Return of exempted foreign companies.
5. FORM CAC/IT 4: Annual Return for Incorporated
6. FORM CAC/BN/7: Annual Return for Business Name
- Branch Address of the Business (if any)
- Annual Return Details: state the year the annual return relates to and the financial year end/accounting year end and also supply information regarding the turnover and the net assets of the business.
- Particulars of Proprietor/Partners: information about the proprietor and partners of the business name.
- Particulars of Corporate Partner (if any). If your business name is jointly owned by a corporate body, you will fill in the name, registration number, and address of the corporate body.
- Authentication: This is where the name and description of the person who authorized the annual return are required.
- A Written copy, certified both by a director and by the secretary of the company to be a true copy, of every balance sheet and profit and loss account laid before the company in a general meeting held in the year to which the returns relate (including every document required by law to be annexed to the balance sheet); and
- A copy, certified as aforesaid, of the report of the auditors on, and of the report of the directors accompanying each balance sheet.
- Other documents evidencing the payment of all necessary fees or dues may also be annexed.
- SUBMISSION TO RELEVANT AUTHORITIES
Annual returns are submitted to the CAC, which is the regulatory authority responsible for company registration and regulation in Nigeria. It's essential to confirm the submission process and requirements with the CAC.
COMMON MISTAKES TO AVOID
- Inaccurate Financial Information
Providing incorrect financial information can lead to regulatory issues and damage the company's reputation. It's crucial to ensure the accuracy and consistency of financial statements and reports.
- Missing Deadlines
Failing to meet the annual return filing deadline can result in financial penalties and possible legal actions. Companies must keep track of deadlines and plan their filing well in advance.
FAILURE TO UPDATE COMPANY INFORMATION
Neglecting to update company information can lead to complications during the filing process. Regularly review and update details such as directorship, registered office address, and shareholder information.
BENEFITS OF TIMELY AND ACCURATE FILING
- Legal Compliance
Timely and accurate filing ensures that companies remain compliant with regulatory requirements, reducing the risk of penalties and legal consequences.
- Transparency and Accountability
Companies that file annual returns on time and with accuracy demonstrate their commitment to transparency and corporate accountability, which can enhance stakeholder trust.
- Positive Reputation
Maintaining a positive reputation is crucial for attracting investors, partners, and customers. Timely and accurate filing can contribute to a company's image as a reliable and responsible business entity.
Filing annual returns is an essential obligation for corporate entities in Nigeria, ensuring transparency, accountability, and regulatory compliance. Companies need to be diligent in meeting the deadlines, gathering the necessary documentation, and adhering to the requirements of the Companies and Allied Matters Act. By doing so, they can maintain their legal status and contribute to a more transparent and well-regulated business environment in Nigeria. Avoiding common mistakes and understanding the benefits of timely and accurate filing can further facilitate a smoother compliance process
2. Section 377 of the CAMA
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.